Terms and Conditions for SmileFast Implant Diplomas / Courses
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. About us
1.1 Company details. SmileFast Implants Limited (company number 13183135) (we, us, or SmileFast Implants) is a company registered in England and Wales and our registered office is at Unit 9 Hackthorpe Hall, Hackthorpe, Penrith, Cumbria, CA10 2HX.
1.2 Contacting us. To contact us, please call our customer service team on 01768 606 027. To give us formal notice of any matter under the Contract, please see clause 17.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order placed by you for the supply of a diploma / course by us. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. You may place an order by communicating your intention to place an order to us, either by:
(a) emailing us at firstname.lastname@example.org; or
(b) writing to us at Unit 6, Hackthorpe Hall, Penrith, Cumbria, CA10 2HX.
Each order is an offer by you to book onto one of our diplomas / courses subject to these Terms.
3.2 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the contract between you and us (Contract or Booking) will come into existence. The Contract will relate to the diploma / course confirmed in the Order Confirmation, but where you book onto an alternative diploma / course in accordance with clause 5, the Contract will relate to that alternative diploma / course.
3.3 If we cannot accept your order. If we are unable to book you onto the diploma / course set out in your order, we will inform you of this by email, and we will not process your order. If you have already paid for the diploma / course referred to in your order, we will refund you the full amount.
4. Cancelling your Booking
4.1 If we are unable to book you onto the diploma / course set out in your order, we will inform you of this by email, and we will not process your order. If you have already paid for the diploma / course referred to in your order, we will refund you the full amount.
Date of cancellation
More than 30 days but less than 90 days before the Start Date
Your cancellation fee will be 50% of the Charges.
30 days or less
Your cancellation fee will be 100% of the Charges
4.2 When processing your cancellation in accordance with clause 4.1, we will refund any Charges you have already paid, less your cancellation fee. If the amount you have paid for our Charges is not sufficient to cover your cancellation fee, you will not be entitled to a refund. Instead, we will off-set the Charges you’ve paid, against your cancellation fee, and you must immediately pay the difference.
For the purposes of your Contract, the “Start Date” shall mean the day on which you are provided with access by us to your online learning material.
4.3 To cancel your Booking, you must notify us (Cancellation Notice) by:
(a) emailing us at email@example.com;
(b) calling our Customer Services team on 01768 606 027; or
(c) writing to us at Unit 6, Hackthorpe Hall, Penrith, Cumbria, CA10 2HX.
If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date we receive it.
4.4 When issuing a refund, we will process your refund by the method you used for payment.
5. Diploma / course transfers
5.1 Subject to availability, you may amend your Booking by booking onto an alternative diploma / course at any time, any by following the procedure set out in clause 5.3. In those circumstances, subject to clause 5.2, an administration fee equal to your deposit will become payable in full, and we will inform you of any changes to our Charges.
5.2 If we receive your notice less than 14 days before the Start Date, then unless your place on the diploma / course is booked and paid for by another customer of ours, an additional transfer fee of 20% of the Charges will be payable by you.
5.3 To book onto an alternative diploma / course, you must notify us in writing, either by:
(a) emailing us at firstname.lastname@example.org; or
(b) writing to us at Unit 6, Hackthorpe Hall, Penrith, Cumbria, CA10 2HX,
and your change request will be effective from the date we receive it (subject to availability). Please include details of your order to help us to identify it. We will then provide you with suitable alternatives. If there are no suitable alternatives, you may cancel your Booking in accordance with clause 4.
5.4 You are entitled to change the diploma / course no more than once per Booking.
6. Our diplomas / courses
6.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the diploma / course described in them. They will not form part of the Contract or have any contractual force.
6.2 Compliance with diploma / course descriptions. A description of the diploma / course may be set out on our website. Subject to our right to amend the description (see clause 6.3) we will deliver the diploma / course to you in accordance with any descriptions appearing on our website, at the date of your order in all material respects.
6.3 Changes to descriptions. We reserve the right to amend the description of the diploma / course (including without limitation for any venues used, and for any nominated trainers), if required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the diploma / course.
6.4 Reasonable care and skill. We warrant to you that the diploma / course will be provided using reasonable care and skill.
6.5 Diploma / course materials. All diplomas / courses include course materials.
6.6 Diploma / course instructions. We will issue instructions to you regarding the diploma / course you have booked approximately two to four weeks prior to the Start Date. If you have not received your diploma / course instructions seven days prior to your Start Date, please call 01768 606027. It is your responsibility to ensure that you have received your diploma / course instructions. We will not be held responsible for, and refunds will not be issued in respect of, you failing to receive your diploma / course instructions.
6.7 Substitutions. If you are unable to attend the diploma / course, you are entitled to appoint a substitute to attend the diploma / course on your behalf, by notifying us by email at email@example.com, not less than 48 hours prior to the diploma / course Start Date.
6.8 Invitation letters. Invitation letters can be provided to you, provided all Charges have been paid in full.
6.9 Visas. If you are travelling to the UK from abroad to attend any parts of the diploma / course, we cannot be held liable for your ability to obtain any necessary visas. If you have made a visa application for the purposes of attending the diploma / course, and your application has been declined, we will issue you with a full refund of the Charges, subject to providing us with appropriate evidence to our satisfaction.
6.10 Special requirements. If you have any special requirements, you must notify us at the time of placing your order. We cannot be held liable for failing to accommodate any special requirements that are not notified to us at the time of placing your order.
6.11 Non-attendance. If you fail (or your substitute fails, as the case may be) to attend the diploma / course, then unless you have provided us with at least 14 days’ written notice of your non-attendance, you will not be entitled to a refund, nor will you be entitled to transfer the diploma / course to another date in accordance with clause 5.
7. Your obligations
7.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the diploma / course;
(c) you pay our Charges in full and on time;
(d) you coply with the tems of your Contract; and
(e) you provide us with such information and materials we may reasonably require in order to deliver the diploma / course, and you ensure that such information is complete and accurate in all material respects.
7.2 If our ability to deliver the diploma / course is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):
(a) we will be entitled, at our option, to:
(i) cancel your Booking with immediate effect by notifying you in writing;
(ii) suspend your Booking with immediate effect by notifying you in writing, until you remedy Your Default; and
(iii) rely on Your Default to relieve us from our obligation to deliver the diploma / course to you;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure to deliver the diploma / course to you; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
8.1 In consideration for us delivering the diploma / course to you, you must pay our charges (Charges) in accordance with this clause 8.
8.2 The Charges are the prices quoted on our site at the time you submit your order.
8.3 As part of your diploma / course, there may be additional third party costs that you need to pay. Those third party costs will be set out on our website at the time you submit your order. By submitting your order, you confirm that you agree to any third party costs set out on our website in relation to your diploma / course, and you will make payment of those third party costs in accordance with any payment terms you agree with those third parties. If you’d like us to confirm in writing any third party costs that will apply to a diploma / course, please contact us before submitting your order.
8.4 If you wish to change your diploma / course after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.5 We take all reasonable care to ensure that the prices stated for our diplomas / courses are correct at the time when the relevant information was entered into our system. However, please see clause 8.8 for what happens if we discover an error in the price of a diploma / course you booked.
8.6 Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.7 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of a diploma / course, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.8 It is always possible that, despite our reasonable efforts, some of our diplomas / courses on our site may be incorrectly priced. If the correct price for a diploma / course is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error, and we will give you the option of continuing to purchase that diploma / course at the correct price, or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel your order and refund you any sums you have paid.
9. How to pay
9.1 Where you are paying our Charges in full, we will send you an electronic invoice at the same time as issuing your Order Confirmation. Where you have agreed to pay our Charges on instalments, we will issue you with an electronic invoice for the deposit (at the same time as issuing your Order Confirmation) and we’ll issue separate monthly invoices for each instalment.
9.2 Payment of the Charges must be made by either:
(a) debit or credit card, as directed on the form above; or
(b) using one of the payment methods set out in the relevant invoice.
9.3 For any failed or cancelled payments, a £20 administration fee will be levied.
9.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), then:
(a) you will not be entitled to attend the diploma / course; and
(b) you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.5 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If a problem arises or you are dissatisfied with the diploma / course, please contact us using the contact details set out above.
11. Intellectual property rights
11.1 All intellectual property rights in or arising out of or in connection with the diploma / course (other than intellectual property rights in any materials provided by you) will be owned by us.
11.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the diploma / course to you.
12. How we may use your personal information
13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
13.2 Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) any indirect or consequential loss; and
(h) any specific actions taken by you or any third party, as a result of information or views expressed on the diploma / course, or set out in the diploma / course materials. All opinions expressed by the trainer conducting the diploma / course, are the opinions of the trainer, and are not the opinions of SmileFast Implants.
13.3 Subject to clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
13.4 This clause 13 will survive termination of the Contract.
14.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15. Termination, consequences of termination and survival
15.1 Termination. Without limiting any of our other rights, we may cancel your Booking with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment; or
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
15.2 Consequences of termination
(a) On termination of your Booking:
(i) you must make payment of any outstanding Charges, cancellation fees, administration fees and transfer fees, immediately;
(ii) you will not be entitled to attend the diploma / course; and
(iii) you must return all materials that have been delivered to you by us. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with your Booking.
(b) Termination of your Booking will not affect your or our rights and remedies that have accrued as at termination (including without limitation our right to claim payment for any outstanding Charges, cancellation fees, administration fees and transfer fees).
15.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16. Pandemics, and other events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an epidemic or pandemic, or by any other act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects our ability to deliver the diploma / course, our only obligations and liabilities towards you will be:
(a) to contact you as soon as reasonably possible to notify you; and
(b) to offer alternative diplomas / courses for you to attend.
16.3 If is your responsibility to find a suitable alternative diploma / course, and you will not, under any circumstances, be entitled to a refund of the Charges if we are unable to deliver the diploma / course as a result of an Event Outside Our Control.
17. Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but we will always notify you (for example, by posting on our website) if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you, or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.